Definition of Good Reason. For purposes of this Agreement, the term “Good Reason” shall be defined to mean, without Executive’s written consent: # a reduction by Employer in Executive’s Base Salary or target Annual Bonus opportunity from the amounts set forth in this Agreement; # Employer requiring Executive to work in an office that is more than thirty-five (35) miles from the location of Employer’s principal executive offices at the time of this Agreement, except for required travel on business of the Employer to the extent substantially consistent with Executive’s business travel obligations, or # a material breach of the terms of this Agreement by Employer; provided that Executive has given Employer written notice of such breach within thirty (30) days of the initial occurrence of the event that is alleged to constitute Good Reason, such breach remains uncured in the thirty (30) day period after such notice, and Executive terminates his employment no later than ten (10) days after the cure period has expired. Employer shall not take any position that a termination of employment by Executive for Good Reason fails to constitute on involuntary separation from service for purposes of [Section 409A].

Definition of Good Reason. For purposes of this Agreement, “Good Reason” will mean any of the following to which the Employee will not consent in writing: # a relocation of the Employee’s principal work location to a location in excess of 40 miles from its then current location; # a reduction in the Employee’s then current Base Salary or Target Bonus, or both; # a material breach of any provision of this Agreement by the Company; or # any material reduction in the Employee’s title, authority, duties, responsibilities or reporting relationship from those in effect as of the Effective Date, except to the extent such reduction occurs in connection with the Employee’s termination of employment for Cause or due to the Employee’s death or Disability.

Definition of Good Reason. For purposes hereof, “Good Reason” shall mean any one of the following: # the material reduction of Executive’s base salary or target annual performance bonus, # the assignment to Executive of any duties materially and negatively inconsistent in any respect of Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities (including without limitation a requirement to report to any person or entity other than the CEO); or # the Company’s material breach of this Agreement, provided, that, in each case, Executive will not be deemed to have Good Reason unless # Executive first provides the Company with written notice of the condition giving rise to Good Reason within 30 days of its initial occurrence, # the Company or the successor company fails to cure such condition within 30 days after receiving such written notice (the “Cure Period”), and # Executive’s resignation based on such Good Reason is effective within 30 days after the expiration of the Cure Period.

Effective immediately following the Effective Time, notwithstanding the provisions of [Section 3.3] of the Employment Agreement, the definition of “Good Reason” in the Employment Agreement shall also include a diminution of the Executive’s Base Salary or then-current target or maximum annual and long term incentive compensation opportunity.

Definition of “Good Reason”. For purposes of this Agreement, “Good Reason” and “Resignation for Good Reason” are defined as:

Definition of Good Reason. For purposes of this Section 10, the term “Good Reason” shall be defined to mean, without Executive’s written consent: # a reduction by Employer in Executive’s Base Salary or target Annual Bonus opportunity from the amounts set forth in this Agreement; # failure of Employer to provide an office to Executive, or Employer requiring Executive to work in an office that is more than thirty-five (35) miles from the location of the Employer’s principal executive offices at the time of this Agreement, except for required travel on business of the Employer to the extent substantially consistent with Executive’s business travel obligations, or # a material breach of the terms

Definition of Good Reason. The definition of Good Reason in [Section 4(c)] of the Employment Agreement is amended in its entirety and replaced to read as follows:

Definition of Good Reason. For purposes of this letter agreement, “Good Reason” shall mean any one of the following events that occurs without your consent: # the material reduction in your responsibilities, authorities or functions as an employee of the Company (but not merely a change in reporting relationships); # a material reduction in your level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs); # a material change of your place of employment that results in an increase to your round trip commute of more than twenty (20) miles; or # the Company’s material breach of this letter agreement. Notwithstanding the foregoing, you must provide written notice to the General Counsel of the Company and the CEO within thirty (30) days after the date on which such event first occurs, and allow the Company thirty (30) days thereafter (the “Cure Period”) during which the Company may attempt to rescind or correct the matter giving rise to Good Reason. If the Company does not rescind or correct the conduct giving rise to Good Reason to your reasonable satisfaction by the expiration of the Cure Period, your employment will then terminate with Good Reason as of such thirtieth day.

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the existence or occurrence of any of the following conditions during the Term without the Executive’s written consent: # a material reduction in the Executive’s then-current Base Annual Compensation, unless such reduction is applicable generally to similarly-situated senior executives of the Company, # a Change in Control (as defined below) of the Company in which the Executive is not offered continued employment as # a senior executive of the Company, # a senior executive of the surviving entity or # a senior executive of a separate division or subsidiary of the surviving entity (provided that such division or subsidiary must have assets and operations comparable to the assets and operations of the Company immediately prior to the Change in Control) or # the requirement, within one hundred twenty (120) days following a Change in Control of the Company, that the Executive move the principal location at which Executive’s job duties will be based outside the Los Angeles, California metropolitan area.

Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the existence or occurrence of any of the following conditions during the Term without the Executive’s written consent: # a material reduction in the Executive’s then-current Base Annual Compensation, unless such reduction is applicable generally to similarly-situated senior executives of the Company, or # the requirement, within one hundred twenty (120) days following a Change in Control of the Company, that the Executive move the principal location at which Executive’s job duties will be based outside the Los Angeles, California metropolitan area.